Securities Code: 7988
7th June, 2022

To our shareholders

5-3 Hikarinooka, Yokosuka-shi, Kanagawa

Nifco Inc.
Masaharu Shibao, President & Representative Director

NOTICE OF THE 70th ANNUAL GENERAL MEETING OF SHAREHOLDERS

We would like to announce that the 70th Annual General Meeting of Shareholders will be held as stated below.
In order to prevent the spread of the novel coronavirus, we have decided to implement thorough infection-control
measures at the upcoming General Meeting of Shareholders.
We kindly request you to exercise your voting rights by mail or online prior to the general meeting ofshareholders as much as possible from the viewpoint of preventing infection and consider your own healthcondition to decide whether to come to the venue.
Anyone who has a fever on the day of the meeting will be refused entry into the venue.
Please exercise your voting rights using either of the following methods after reviewing the attached
Reference Documents.
[Exercising Voting Rights by Mail]
Please indicate your vote for or against the resolutions on the enclosed proxy form which should be returned tothe company to reach us no later than 5:00 p.m. on June 22, 2022.
[Exercising Voting Rights Online]
To exercise your voting rights online, please either scan the login QR code or access the Company’s designatedvoting website (https://soukai.mizuho-tb.co.jp/). You can input your vote for or against the resolutions byfollowing the on-screen guidance. Please be sure to vote by no later than 5:00 p.m. on June 22, 2022.

- 1 -If you exercise your voting rights online, please confirm “Instructions for voting online” on page 5.
If there is no indication of approval or disapproval for particular resolutions, the shareholder will be
construed as having approved the resolution in question.
----------------------------------------------------- Details of the Meeting ---------------------------------------------------1

Date and Time:

10 a.m. on Thursday, June 23, 2022 (doors open at 9:30 a.m.)2

Location:

Mita NN Hall, B1 floor (1st basement), Mita NN Building, 4-1-23 Shiba, Minato-ku,
TokyoIn order to prevent the spread of infections, the number of seats will be limited to ensure greater space
between seats. Please note that you may be refused admission to the venue upon arrival due to limited seatavailability.
3

Agenda:Reports:

1. The business report (1st April, 2021 – 31st March, 2022), andthe consolidated accounts together with the report of the
Statutory Auditors and the Public Accountants thereon.
2. The accounts (1st April, 2021 – 31st March, 2022)

Resolutions:4

How to exercise
yourvotingrightsResolution 1

Appropriation of retained earnings

Resolution 2

Reduction of the amount of the capital reserveand transfer to other capital surplus

Resolution 3

Partial changes of the Articles of Incorporation

Resolution 4

Election of six candidates for Director who are
not Audit & Supervisory Committee Members

Please see “How to Exercise Your Voting Rights” on page 4.

- 2 -

○
○

If you attend the Annual General Meeting of Shareholders, please present the enclosed voting form to thereceptionist at the meeting.
Also, should there be any amendments to the Reference Documents, the business report, the accounts, orthe consolidated accounts, they will be published on the Company’s website.
Company’s website (https://www.nifco.com/)

We will no longer offer gifts to or hold a social gathering for shareholders at the Annual General
Meeting of Shareholders. We appreciate your understanding.
(Request for shareholders)• If you exercise your voting rights using the proxy form, there will be a risk of infection from the process of
returning the form and counting of votes. Accordingly, if you exercise your voting rights prior to the General
Meeting of Shareholders, we would appreciate you voting online if at all possible.
• In order to prevent the spread of infections, the number of seats will be limited to ensure greater space
between seats. Please note that you may be refused admission to the venue upon arrival due to limited seatavailability. Operations staff of the General Meeting of Shareholders will wear masks when receiving you
after having their physical conditions checked, including measurement of body temperature.
• Operations staff of the General Meeting of Shareholders will wear masks when receiving you after having
their physical conditions checked, including measurement of body temperature.
• We will install alcohol-based (hand) sanitizers for shareholders near the reception desk of the venue.
• When attending the meeting, please make sure to bring a mask and wear it. Shareholders who are not wearing
a mask will be refused admission to the venue.
• After measurement of body temperature at the reception desk, anyone who has a fever may be refused entry
into the venue and requested to go home.
• Doors at the venue may be opened for air ventilation.
• For this General Meeting of Shareholders, detailed explanations for the reports (including the audit report)
and resolutions at the venue will be omitted from the viewpoint of reducing the meeting time to prevent the
spread of COVID-19 infections. We would appreciate it if shareholders would read the notice of convocation
prior to the General Meeting of Shareholders. Moreover, we would request that questions will be limited to
one for each shareholder, and kept brief. Please note that when you ask a question, kindly move to the standmicrophone in the venue before asking the question.
We may update the above measures in accordance with the spread of infections and announcements by thegovernment, etc., before the General Meeting of Shareholders. You are also kindly requested to check theinformation we post on the Company’s website (https://www.nifco.com/)- 3 -How to exercise your voting rights
Your ability to vote at the Annual General Meeting of Shareholders is an important right.
Please read the attached Reference Documents before exercising your voting rights.
You can use one of the following three methods to exercise your voting rights.

OnlineBy mail

In person

Follow the instructions on the next
page to vote on each resolution.

Fill out the enclosed proxy form tovote on each resolution and return it
by mail.

Present the enclosed proxy form at thereception desk when attending themeeting.

Exercise your voting rights by

Exercise your voting rights by

Date and Time:

Wednesday, 22nd June, 2022

Wednesday, 22nd June, 2022
5:00 p.m. (The form must be
returned by this time.)

Thursday, 23rd June, 2022
10:00 a.m.
(Doors open at 9:30 a.m.)

5:00 p.m. (Online voting
must be completed by thistime.)How to fill out the proxy form
Indicate your votes here.
Resolutions 1, 2, and 3
 If you are voting forthe resolution>> Enter a circle in the “For”
box

 If you are voting
against the resolution>>

Enter a circle in the“Against” box

Resolution 4* The above image is for illustration purposes only. The actual form may vary.

 If you are voting fortheappointment/reappoi
ntment of all
candidates>> Enter a circle in the “For”
box

 If you are voting
against theappointment/reappoi
ntment of all
candidates>>

 If you are voting
against theappointment/reappoi
ntment of some of
the candidates

Enter a circle in the box for“For” and write the>> number(s) associated withthe candidate(s) you arevoting against.

Enter a circle in the“Against” box

If you exercise your voting rights both by mail and online, only the votes cast online will be considered valid. If you exercise your voting rights online more than once,
only your last vote will be counted.

- 4 -Instructions for voting online
Scanning your login QR code
(Smart Vote)

Entering your voting rights exercise codeand password

You can log in to the Voting Website without entering your voting
rights exercise code and password.

1

Voting Website

Scan the QR code shown at the right bottom corner of the proxy form.

1

https://soukai.mizuho-tb.co.jp/

Access the Voting Website.

Click “Proceed”

2Enter the voting rights exercise code shown on the proxy form.

* QR code is a registered trademark of Denso Wave Incorporated.

2

Follow the on-screen instructions to cast your votes.
Enter the voting
rights exercise code

Click “Next”

3

Enter the password shown on the proxy form.
Enter the initial
password

When using Smart Vote, you can exercise your voting rights only

once.

Set a new password
for yourself.

If you wish to change your vote after excising your voting rights, accessthe PC site, log in using the voting rights exercise code and password
shown on the proxy form, and vote again.
* You can access the PC site by scanning the QR code again.

Click “Register”

4

If you have any questions about how to operate aPC, smartphone, or cell phone when voting online,
please contact:

Follow the on-screen instructions to cast your votes.
* The above images are for illustration purposes only. Actual
screens may vary.

Internet Help Dial, Stock Transfer Agency Department, Mizuho
Trust & Banking Co., Ltd.

0120-768-524(Hours: 9:00 a.m. – 9:00 p.m.)

Institutional investors may use the Electronic Voting Platform for institutional investors operated by ICJ, Inc.

- 5 -

Reference Documents for the General Meeting of Shareholders
Resolution 1

Appropriation of retained earnings

Retained earnings will be appropriated as described below.
Matters concerning year-end dividendWith respect to the year-end dividend for the 70th fiscal year, the Company hereby proposes the following
in consideration of the operating results for the year under review and future business development.
Form of dividendMatters concerning allocation ofdividend and total amount thereof

Effective date of dividends

Cash
We propose to pay 31 yen per share as the year-end ordinary
dividend (an ordinary dividend of 31 yen).
Total dividend will be 3,119,460,374 yen.
This will bring the annual dividend to 62 yen per share,including the interim dividend.
24th June, 2022

- 6 -

Resolution 2

Reduction of the amount of the capital reserve and transfer to othercapital surplus(1) Purpose of reduction and transfer of the amountIn order to assure the future agility and flexibility of our capital policies, we would like to reduce the amountof capital reserve and transfer it to other capital surplus based on the provision of Article 448, Paragraph 1of the Companies Act.
(2) Procedure for reduction and transfer of the amount
1) Amount of capital reserve to be deducted
Of the amount of capital reserve of 11,651,451,088 yen, 11,500,000,000 yen will be deducted, and theentire deducted amount will be transferred to other capital surplus. The amount of capital reserve after the
reduction will be 151,451,088 yen.
2) Date on which the reduction in the amount of capital reserve takes effect
Scheduled for September 22, 2022

- 7 -

Resolution 3

Partial changes of the Articles of Incorporation(1) Reasons for this Resolution
As the amended provisions stipulated in the proviso to Article 1 of the Supplementary Provisions of the“Act Partially Amending the Companies Act” (Act No. 70 of 2019) will take effect on September 1, 2022,
in order to prepare for the introduction of an electronic disclosure system for the materials of a general
meeting of shareholders, the Articles of Incorporation of the Company will be amended as follows;1.

Article 13, Paragraph 1 of the proposed amendment stipulates that information on the contents ofreference materials of a general meeting of shareholders will be electronically provided.

2.

Article 13, Paragraph 2 of the proposed amendment makes provisions for limiting the scope of thematters stated in written documents to be issued to shareholders who have requested the issuance of
written documents.

3.

The provision for disclosure on the Internet and deemed provision of reference materials for a general
meeting of shareholders (Article 13 of the current Articles of Incorporation) will be deleted as this will
be no longer necessary.

4.

In association with the above new establishment and deletion, supplementary provisions regarding theeffective date, etc. will be established.

- 8 -(2) The content of changes
The content of changes are as follows.
(The underlined parts indicate changes.)
Current Articles of Incorporation
Chapter 3
Articles 11 - 12

Proposed changes

General Meeting of Shareholders(Provisions omitted)

Chapter 3
Articles 11 - 12

General Meeting of Shareholders(No change)(Disclosure on the Internet and deemed provision ofreference materials for a general meeting of shareholders)
Article 13 When convening a general meeting ofshareholders, the Company may deem that
information on the matters that should be stated orindicated in the reference materials for the general
meeting of shareholders, business reports,financial statements and consolidated financial
statements has been provided by disclosing it on
the Internet in accordance with the provisions of
the Ordinance of the Ministry of Justice.

(Deleted)(New)(Electronic disclosure, etc.)
Article 13 When convening a general meeting ofshareholders, the Company shall electronicallyprovide information on the contents of referencematerials for the general meeting of shareholders.
2. The Company may refrain from stating all or partof what is specified in the ordinance of the
Ministry of Justice among the matters to beelectronically provided in written documents to
be issued to shareholders who have requested theissuance of written documents by the record date
for voting rights.

Articles 14 - 38

(Provisions omitted)

Articles 14 - 38

Supplementary provisions(Transitional measures for exemption of Statutory Auditorsfrom liability)
In accordance with provisions of Article 426, paragraph (1) of
the Companies Act, the Company may exempt, by resolutionof the Board of Directors, those who used to be Statutory
Auditors from liability for damages referred to in Article 423,
paragraph (1) of the Act, subject to the limit of laws andregulations.
This supplementary provision shall be deleted after a lapse often (10) years from June 24, 2021.

(No change)

Supplementary provisions(Transitional measures for exemption of Statutory Auditorsfrom liability)
Article 1 In accordance with provisions of Article 426,
paragraph (1) of the Companies Act, theCompany may exempt, by resolution of the Boardof Directors, those who used to be Statutory
Auditors from liability for damages referred to in
Article 423, paragraph (1) of the Act, subject tothe limit of laws and regulations.
This supplementary provision shall be deleted
after a lapse of ten (10) years from June 24, 2021.

- 9 -Current Articles of Incorporation

Proposed changes(New)(Transitional measures for electronic disclosure, etc.)
Article 2 The deletion of Article 13 before the change(Disclosure on the Internet and deemed provisionof reference materials for a general meeting ofshareholders) and new establishment of Article 13
after the change (Electronic disclosure, etc.) shalltake effect from the date of enforcement of theamended provisions, which is stipulated in theproviso of Article 1 of the Supplementary
Provisions of the Act Partially Amending theCompanies Act (Act No. 70 of 2019) (hereinafterreferred to as the "enforcement date").
2. Notwithstanding the provision of the previous
paragraph, Article 13 before the change shall still
be effective for a general meeting of shareholders
that is held within six (6) months from theenforcement date.
3. This supplementary provision shall be deleted on
the day on which six (6) months have passed fromthe enforcement date, or on the day on which three(3) months have passed from the general meetingof shareholders referred to in the preceding
paragraph, whichever is later.

- 10 -

Resolution 4

Election of six candidates for Director who are not Audit &Supervisory Committee Members

The terms of office of all (six) Directors (excluding Directors who are Audit & Supervisory Committee
Members; hereinafter, the same shall apply under this Resolution) will expire at the conclusion of this General
Meeting of Shareholders.
Accordingly, we propose the election of six candidates as Director.
The Audit & Supervisory Committee has confirmed its decision policies, viewpoints and deliberation processes
for each candidate whom the Nomination, Compensation and Governance Committee, which is an advisory bodyto the Board of Directors, has recommended to the Board of Directors. As a result, it has been judged that eachcandidate is appropriate as a Director that is not an Audit & Supervisory Committee Member.
The candidates for Director are as follows.
No.

Toshiyuki
Yamamoto

1(11th October,
1949)

Number of shares of the Company
held(Number of the Company’s shares tobe granted based on the share-based
compensation plan)
Number of years of service
Number of Board of Directors
meetings attended

59,431(46,831)10
13 out of 13[Career summary, position and assignment at the Company]
Reappointment

April 1973

Joined the Company

January 1995

Head of Sagamihara Plant of theCompany

June 2016

Chairman,President&
Representative Director, CEO &COO of the Company

June 2002

Executive Officer of the Company

June 2017

April 2008

Executive Officer of the Company,
President of Nifco America Corp.

President & Representative Director,
CEO & COO of the Company

June 2020

June 2012

President & Representative Director,
COO of the Company

President & Representative Director,
Chief Executive Officer (CEO) of theCompany

April 2021

Chairman & Representative Director,
Chief Executive Officer (CEO) of theCompany (to present)[Significant concurrent positions]
None

Reasons for proposing the candidate for Director
Mr. Yamamoto is once again proposed as a candidate for Director due to his ability to execute business strategies with strong leadershipin a timely and appropriate manner, as well as his broad experience of global management gained as the President & Representative
Director of the Company from 2012 to 2021, after obtaining experience as the Head of major domestic plants and the President of theCompany’s overseas subsidiary.

Reappoint
ment

Reappointed Director
candidate

External

External Director
candidate- 11 -

Independent

Independent Director pursuant to theregulations of the stock exchange

No.

2

(14th December,
1961)

Masaharu Shibao

Number of shares of the Company
held(Number of the Company’s shares tobe granted based on the share-based
compensation plan)
Number of years of service
Number of Board of Directors
meetings attended

34,468(27,868)
6
13 out of 13[Career summary, position and assignment at the Company]
Reappointment

April 1985

Joined the Company

April 2010

President
GMBH

June 2015

Executive Officer of the Company,
President of Nifco America Corp.

June 2016

Director and Executive Managing
Officer, CMO, Head of Sales of theCompanyof

Nifco

June 2019

Director and Senior Executive
Managing Officer, CMO, Head of
Sales, In charge of Technology &Platform Business Division of theCompany

June 2020

Vice President & Representative
Director, Head of Sales, Chief
Operating Officer (COO) of theCompany

April 2021

President & Representative Director,
Chief Operating Officer (COO) of theCompany (to present)

Deutschland[Significant concurrent positions]
None

Reasons for proposing the candidate for Director
Mr. Shibao is once again proposed as a candidate for Director due to his global and diverse experience, insights and expertise cultivatedthrough his long career in sales and as the President of the Company’s subsidiaries in Europe and the U.S.

No.

3Toshiki Yauchi(16th July 1961)

Number of shares of the Company
held(Number of the Company’s shares tobe granted based on the share-based
compensation plan)
Number of years of service
Number of Board of Directors
meetings attended

21,264(19,164)4
13 out of 13[Career summary, position and assignment at the Company]
Reappointment

April 1985

Joined the Company

July 2007

Divisional General Manager ofCorporate Strategy Division of theCompany

June 2015

Executive Officer, Divisional General
Manager of Corporate Strategy
Division of the Company

June 2018

Director and Executive Managing
Officer, Divisional General Manager
of Corporate Strategy Division, In
charge of Administration & Financeof the Company

June 2019

Director and Senior Executive
Managing Officer, Divisional General
Manager of Corporate Strategy
Division, In charge of Administration& Finance of the Company

June 2021

Director and Senior Executive
Managing Officer, Chief Financial
Officer (CFO), Chief Strategy Officer(CSO) of the Company (to present)[Significant concurrent positions]
None

Reasons for proposing the candidate for Director
Mr. Yauchi is once again proposed as a candidate for Director due to his diverse experience, insights and expertise cultivated through hislong career mainly in corporate strategy, and developing management strategies as the Divisional General Manager of the Corporate
Strategy Division and being in charge of overall IR activities of the Company.

- 12 -

No.

4

Yoshiko Nonogaki(31st July 1957)

Number of shares of the Company
held(Number of the Company’s shares tobe granted based on the share-based
compensation plan)
Number of years of service
Number of Board of Directors
meetings attended(- shares)
3
13 out of 13[Career summary, position and assignment at the Company]
Reappointment
External
Independent

April 1980

Joined Sony Corporation (current
Sony Group Corporation)

June 2015

External Director of Jolly-Pasta Co.,Ltd.

September 1992

President & Representative Directorof Sony Poland

June 2019

External Director of the Company (topresent)

April 2009Manager of Planning & Marketing
Department, Business & Professional
Enterprise HQ of Sony Corporation(current Sony Group Corporation)

June 2020

Outside Director of GS
Corporation (to present)

June 2021

External
Directorof
SATO
HOLDINGS CORPORATION (topresent)

April 2013

Director of Global Diversity,
Personnel HQ of the company

Yuasa[Significant concurrent positions]
Outside Director of GS Yuasa Corporation
External Director of SATO HOLDINGS CORPORATION

Reasons for proposing the candidate for External Director and overview of expected roles
Ms. Nonogaki has a wide range of insights to supervise overall management based on her business experience in the business divisions ofa large corporation, management experience of overseas subsidiaries and experience as external director at other listed corporations.
Moreover, her expected role will be to improve the quality of the Company’s corporate governance, by reflecting these broad experienceand insight.

No.

5Brian K. Heywood(9th January 1967)

Number of shares of the Company
held(Number of the Company’s shares tobe granted based on the share-based
compensation plan)
Number of years of service
Number of Board of Directors
meetings attended- shares(- shares)
2
13 out of 13[Career summary, position and assignment at the Company]
Reappointment

August 1999

Vice President, Citibank, N.A.

January 2001

CEO of Taiyo Pacific Partners, L.P.
(to present)

November 2014

External
Director
Corporation

March 2020

Outside Director of Roland DG
Corporation (to present)

External
IndependentofJune 2020

External Director of the Company (topresent)
Outside Director, Maxell Holdings,
Ltd. (current Maxell, Ltd.) (topresent; scheduled to retire in June
2022)

March 2022

OutsideDirectorofCorporation (to present)

RolandRoland[Significant concurrent positions]
CEO of Taiyo Pacific Partners, L.P.
Outside Director of Roland DG Corporation, Outside Director of Maxell, Ltd., Outside Director of Roland Corporation

Reasons for proposing the candidate for External Director and overview of expected roles
Mr. Heywood is proposed as a candidate for External Director because he has extensive experience and knowledge as a corporate
management and investment expert, and the Company expects him to leverage his expertise in corporate management and perspective asa shareholder/investor in the Company’s management.
Moreover, his expected role will be to contribute to improving corporate value, by incorporating his perspective as a shareholder/investor.

- 13 -

No.

6

Masayuki Abe(5th October 1956)

Number of shares of the Company
held(Number of the Company’s shares tobe granted based on the share-based
compensation plan)
Number of years of service
Number of Board of Directors
meetings attended- shares(- shares)
1
10 out of 10[Career summary, position and assignment at the Company]
Reappointment

April 1980

Joined Kao Soap Co., Ltd. (current
Kao Corporation)

External

March 2003

General Manager of Information
Technology Group of the company

Independent

May 2010

General Manager of Strategic
Planning Division of the company

December 2013

Head-Information Systems of thecompany

March 2015

Executive Officer of the company

April 2018

Senior Advisor of General Digital
Business Division (current General IT
Division) of Toppan Forms Co., Ltd.
(to present)

June 2021

External Director of the Company (topresent)[Significant concurrent positions]
None

Reasons for proposing the candidate for External Director and overview of expected roles
Mr. Abe is proposed as a candidate for External Director because he has extensive experience and insight in the IT field cultivated throughhis career in a large corporation, and the Company expects him to leverage his expertise in the Company’s management.
Moreover, his expected role will be to promote the Company’s management in the fields related to IT and DX.

- 14 -

(Notes) 1.
2.

3.
4.

5.
6.

7.

8.

9.

Toshiyuki Yamamoto, Yoshiko Nonogaki, and Brian K. Heywood are members of the Nomination, Compensation and GovernanceCommittee. The chairperson of the Nomination, Compensation and Governance Committee is Yoshiko Nonogaki.
The Company has no special interests with Toshiyuki Yamamoto, Masaharu Shibao, Toshiki Yauchi, Yoshiko Nonogaki, or
Masayuki Abe. Taiyo Pacific Partners, L.P., for which Brian K. Heywood serves as CEO, is a shareholder of the Company, and has
concluded an advisory agreement with the Company for the purpose of providing advice and proposals for management and businessstrategies. The amount of transactions accounts for less than 1% of the consolidated sales of both the Company and the L.P., whileservices for the advisory agreement are provided by other members of the L.P.
Yoshiko Nonogaki, Brian K. Heywood, and Masayuki Abe are candidates as External Directors.
The Company designated and filed Yoshiko Nonogaki, Brian K. Heywood, and Masayuki Abe as independent officers pursuant to
the regulations of Tokyo Stock Exchange, Inc. If this Resolution is passed and their reappointment is approved, they will continue
to be independent officers.
Yoshiko Nonogaki will have served as External Director for three years at the close of this General Meeting of Shareholders. BrianK. Heywood will have served as External Director for two years at the close of this General Meeting of Shareholders.
The Company has concluded an agreement with Yoshiko Nonogaki, Brian K. Heywood, and Masayuki Abe to limit their liability
for damages referred to in Article 423, paragraph (1) of the Companies Act pursuant to the provision of the Articles of Incorporation.
The limit of liabilities for damages under this agreement is the greater of either 20 million yen or the minimum total liability
stipulated by laws and regulations. The Company plans to extend the aforementioned limited liability agreement if they arereappointed.
The Company has concluded a directors and officers liability insurance (D&O Insurance) policy covering all Directors, inaccordance with provisions of Article 430-2, paragraph (1) of the Companies Act, for the Company to indemnify the expenses
referred to in item (i) of the paragraph and the losses in item (ii) within the scope stipulated by laws and regulations (provided,
however, that it shall exclude cases of obtaining illegal profits or benefits, or criminal acts, wrongful acts, fraudulent acts, or acts
conducted while recognizing they are in violation of laws and regulations, rules or regulatory laws). If this Resolution forreappointment of each candidate are approved, the Company will continue the agreement for each Director.
The number of shares of the Company held by each candidate includes the number of the Company’s shares to be granted based on
the share-based compensation plan (as of June 1, 2022).
[Particulars of the Company’s shares to be granted based on the share-based compensation plan]
The Company introduced a performance-linked share-based compensation plan (hereinafter, referred to as the “Plan”), which grants
the Company’s shares to Company Directors (excluding External Directors and those who live abroad; hereinafter, the same shallapply) in FY2016. The Company’s shares to be granted to each candidate based on the Plan shall consist of (a) the portion that is
not linked to business performance and (b) the portion that is linked to business performance achieved over a certain time period.
The number of shares to be granted to each candidate based on the Plan provided in this document only refers to the number ofpoints granted based on the business performance which has become finalized at the moment. Specifically, the number of theCompany’s shares to be granted shows the total number of (a) points for the non-performance-linked compensation granted on or
before June 1, 2022 and (b) points for the performance-linked compensation granted on June 1, 2021. The voting rights pertaining
to the Company’s shares to be granted based on the Plan shall not be exercised until the granting of the Company’s shares to eachcandidate in the future. The Company’s shares corresponding to 30% of the said shares to be granted will be sold on the market andproceeds from the sale of such shares will be granted to each candidate to secure funds for tax payment purposes.
For the skill matrix of each candidate, see page 16.

- 15 -

Reference
The skill matrix of candidates for Director who are not Audit & Supervisory Committee Members is as follows;
Fields expected of Directors by the Company

No.

*

Position at theCompany

NameManagement
strategy

Financial
Overseas
andcapital business
policyReappointm
ent

Chairman &Representative
Director
CEO









1

Toshiyuki
Yamamoto2

Masaharu
ShibaoReappointm
ent

President &Representative
Director
COO

3

Toshiki Yauchi

Reappointm
ent

Director, Senior
Executive
Managing Officer
CFO & CSO

4

Yoshiko
Nonogaki

Reappointm
ent

External

Independent

External Director5Brian K.
Heywood

Reappointm
ent

External

Independent

External Director

6

Masayuki Abe

Reappointm
ent

External

Independent

External Director





Legal
affairs,
risk
manage
ment

IT DX

ESG,
sustainab
ility























CEO stands for Chief Executive Officer, COO for Chief Operating Officer, CFO for Chief Financial Officer, and CSO for
Chief Strategy Officer.

Reappoint Reappointed Director
mentcandidate

External

External Director
candidate

Independent- 16 -

Independent Director pursuant to theregulations of the stock exchange

The skill matrix of Directors who are Audit & Supervisory Committee Members and currently in office is asfollows;
Fields expected of Directors by the Company

No.

Position at theCompanyName

1Junji Honda

2

Toshiyuki Arai

External

Independent

External Director

3

Mitsuhiro
MatsumotoExternal

Independent

External Director

External

External Director

Management
strategy

Financial
Overseas
andcapital business
policyLegalaffairs,
risk
managementIndependent

Independent Director pursuant to theregulations of the stock exchange- 17 -





IT DX

ESG,
sustainab
ility